A/N: So, this is Audrey's backstory. I'm not sure if this has been done yet, but this is my take on it. Enjoy!

"Good moooooooooorning Thneedvile!"

The artificial sun emerged from its usual spot and cast its bright light onto the plastic city. As its light poured through the windows of every building, the well-rested citizens of Thneedville yawned and sat up in their beds, each one ready to begin a new day.

"It's another perfect day here in our perfect town! The forecast calls for just the right amount of sunshine and a perfect breeze, just like always! In just a few minutes, the O'Hare blimp will be making its rounds over our lovely town, and for the first time ever, you can see out wonderful Mayor up close at the newly constructed Kite Park…"

A young girl lay flat on her back in her room as she lazily reached up and turned down the volume of her radio. Staring up at the window above her, she pulled up her shirt, revealing her belly, and counted down the seconds until the sun would illuminate her bedroom.

"Three…two…one…"

The sunlight penetrated through the glass window and warmed up the skin of her belly just as she got to "zero." Audrey smiled.

She loved how the sun was always on time.

The young girl flipped over to lay on her stomach and went back to the doodle she had been working on the night before. Her short red hair slipped off of her shoulders and hung around her face as she sketched. Annoyed, she repeatedly brushed her bangs out of the way before finally grabbing a hair clip to hold them back.

Audrey help up her drawing of a ballerina and frowned. "I can never draw people," she mumbled to herself. "They always come out looking like…trees." As she spoke, she sat up and glanced out the window at the tree outside of her house. She observed as a short man in a green fluorescent vest walked over to the plastic ornament and turned it on. The light bulbs on the tree started flashing in all different colors. Around it, people walked about, happily starting their daily routines.

Audrey set her drawing aside. Oh well, she thought. There's not much time for drawing, anyway. Jenni will be here any minute. With a sigh, the 10-year-old girl lay back down and uncovered her belly again. She closed her eyes, allowing her mind to drift. Her mother had always told her that she daydreamed too much, and that it wasn't good for her. Audrey didn't really care. She couldn't help daydreaming because she was always so curious about everything, from new video games, to new clothes, to the new KitePark where she and Jenni planned to go first thing in the morning.

Audrey vaguely wondered how high a kite could fly. Would it be able to go over the Town Wall? Audrey chuckled to herself. No, of course not. Of course, it didn't matter much. There was nothing of value outside the Wall anyway…

"What are you doing?"

Audrey jerked upwards in surprise as the voice interrupted her thoughts. Looking towards the door, she saw her best friend Jenni McGregor standing there, wearing mismatched clothes and an amused grin on her face. Audrey blushed in embarrassment and covered her belly with her shirt. "Oh, you're here…" she mumbled. "I-I was just…sitting in the sun, you know."

Jenni giggled, her messy brown pigtails brushing her shoulders. "Do you do that every morning?"

"…Yeah, so?"

Jenni laughed. "You're so funny, Audrey."

Audrey stood up and huffed, but smiled in spite of herself. "Me, funny? What about you? You're the one who goes out in public wearing clothes that don't match!" She pointed at the sleeves of Jenni's shirt, each of which was a different color. The same was true about her socks and her hair ties.

Jenni folded her arms and grinned. "Excuse you. I'll have you know that only the coolest kids wear mismatched clothes these days."

Audrey rolled her eyes. "Whatever you say, Jen. Let me just grab my Frisbee and we'll be on our way."

Jenni frowned. "Wait, Frisbee? What happened to your kite?"

Audrey picked up her Frisbee and shrugged. "Oh, it broke. So I thought we could take the Frisbee instead."

"So we're taking a Frisbee to the KitePark?"

"Well, nobody said we could only play with kites at the Kite Park..."

Jenni chuckled. "You know what? I like that you're funny."

"I like it too."

The two friends giggled and headed down the stairs. Audrey headed into the kitchen and grabbed a couple of Boomtarts for the road, when suddenly the doorbell rang. Audrey frowned. "I wonder who that could be…" she mumbled.

Jenni checked the window. "Oh, it's that little kid from next door. I think his name's Tim or Jim or something…"

The girls opened the door to see a young boy, no older than seven, staring up at them with big brown eyes.

"Hi there," Audrey greeted sweetly. "What's up?"

The boy looked down at his feet. "I…I think my ball landed in your backyard…" he mumbled.

"It did? Well, let's go check it out." Audrey walked to the back door, and the little boy followed her slowly. Jenni walked next to him and smiled, trying to seem friendly.

"So, Tim…" Jenni began. "You like playing ball?"

In response, the boy frowned up at her. "My name isn't Tim!"

Jenni raised an eyebrow. "Oh, sorry. Is it Jim?"

"It's Ted!"

"Oh. Well, I was close, right?"

"Found it!" Audrey called from outside.

Ted shot Jenni another annoyed look before running into the backyard. Jenni shrugged off the embarrassment and followed. Ted's bright red bouncy ball had been caught in the branches of a plastic tree, and Audrey was already venturing up to get it.

Jenni's eyes widened. "Whoa, careful! If you don't stop climbing things like a monkey you'll fall off and bump your head!"

Audrey rolled her eyes at the stupid joke. "I can climb like a monkey if I want!" she retorted.

Jenni snickered. "If monkeys were real, you'd be their queen, Audrey."

"Yes, and you would be my royal servant."

Jenni giggled again and patted Ted's shoulder. "Don't worry Ted, Audrey will get your ball down."

Suddenly, Ted jumped away from Jenni as if she was some kind of monster. "Don't touch me!" he yelped. "You'll get your girl cooties all over me!" He quickly began brushing off his shoulder where Jenni had patted him.

"My girl what?"

"Cooties! Your creepy girl germs that you spread to everything! You got them on me!"

Jenni stood stupefied for a moment, and then proceeded to rub her hands all over the boy's head, just to annoy him.

Ted screamed.

"Jenni, don't be mean to the poor kid!" Audrey called from her spot in the tree. She finally got hold of the red ball and jumped down. "Here you go, Ted." She held out the ball to him with a smile, and Ted stared up at her in awe for a second before snatching the ball from her hands.

"Great, now it's covered in your cooties too! I have to go and wash it off!" Without another word, Ted turned and ran off in the direction from which he had come.

Jenni snickered. "Wow. What a nice kid," she said sarcastically. "Shall we go now?"

Audrey giggled. "Yes, we shall."

Outside the town was busy as always. People were walking and running every which way with smiles on their faces. Jenni grabbed Audrey's arm and pulled her through the crowds. The KitePark was brand new and would most likely be crowded, and Jenni wanted to get there as soon as possible.

Suddenly Audrey stopped. "Oh, Jenni, look!" She pointed to the window of a nearby store. "It's the new O'Hare brand Walk-on-Air shoes!"

Jenni gasped with delight as they ran up to the window. "You mean those ones that make you jump really high?" the brunette asked.

"Yes!" Audrey squealed. "I've wanted them for such a long time!"

"Me too!"

The two of them dashed into the store and walked over to the friendly-looking clerk at the counter. He smiled at them.

"Hi there!" he greeted. "What can I do for you girls?"

"Can we have two pairs of Walk-on-Air shoes please?" Audrey asked.

"Of course. Just come with me and we'll find some shoes your size."

A few minutes later, the girls came bounding out of the store, laughing as they jumped down the road in their brand-new springy shoes.

"Ok, now let's head straight to the KitePark to avoid the crowd!" Jenni said. "No more distractions!"

"Ok!"

And they went directly to the KitePark…after, of course, they stopped to buy a bunch of O'Hare energy bars and two pairs of O'Hare Kool-Vision Goggles, which were supposed to make you feel like you were in a video game. Jenni agreed that there were time worthy distractions. After all, you can't have fun without extra snacks and brand-spanking-new play equipment.

Just as expected, the KitePark was filled to the brim with people by the time the girls arrived.

"Great," Jenni groaned. "I knew this would happen."

"Hey, cheer up, Jen." Audrey nudged her friend and pointed to the corner of the park. "There's still an empty spot over there."

Careful not to stand too close to the edge (the park was located on the rooftop of a mall), Audrey and Jenni put their stuff down and began to play catch with the Frisbee.

"Throw it high so I can jump and catch it!" Audrey shouted, and Jenni did so. They were quiet for a moment, tossing the Frisbee back and forth and using their new bounce shoes to jump and catch it.

"Hey, Audrey, you know what Thneedville really needs?"

"What do you mean?" Audrey giggled. "It's already perfect!"

Jenni laughed. "Well, yeah, but you know what would make it even better? A theme song!"

Audrey's face lit up at the idea, so Jenni continued. "It can be something totally awesome, like,

Everything's perfect in Thneedville!

This is as good as it gets!"

Audrey joined in.

"Greatest life I could ask for!

And we won't ever forget!"

They sang together.

"I can't imagine anything better!

I'd never choose anyplace else!

Ooooh, Thneedville!

Thneedville's the best!"

The girls laughed for a moment. "Think it'll catch on?" asked Jenni.

"Yeah probabl—whoa!" Audrey flailed in the air for a moment as she barely managed to catch the high-flying Frisbee. "That was too high!" she complained as she landed.

Jenni frowned. "No it wasn't. You just weren't jumping right!"

"Oh yeah! Here!" Audrey tossed the Frisbee as high as she could. Jenni jumped up and caught it with ease, and threw it back even higher at Audrey.

The red-head jumped for the Frisbee but she missed it. The disc continued flying upward until it was in front of the giant fans, which blew it even higher.

"Oops…" Jenni mumbled.

The Frisbee continued to glide through the air until it finally came to a rest on the very top of the Town Wall.

Jenni stared up in dismay. There was no way to get the Frisbee down now, even though the Wall was relatively close to the KitePark.

Audrey frowned and glanced at her new shoes. "Hey, maybe we can jump for it."

Jenni rolled her eyes. "No we can't, it's too far…"

Audrey tried anyway. She jumped in place a couple of times to gain momentum, then launched herself forward…but then she chickened out and landed with a skid on the edge of the roof.

Jenni laughed. "C'mon, Audrey, it's just a Frisbee. We'll just go get another one." The brunette turned around and started to walk toward the elevator.

Audrey hesitated. At this point, the Town Wall was only a few yards away. If the shoes really worked as they were advertised, she could jump to the top with ease. A little nervous at first, she took a few shaky jumps. With each jump, she gained a little bit more height and more confidence.

Her heart pounded in her chest as she flew up and down. What am I doing? she thought to herself. It's just a Frisbee!

But as she sailed upward, she could not shake the feeling that somehow she could do it. The wall was only a few yards away, and that Frisbee was new! She jumped even higher.

At that moment, Jenni finally noticed that her friend wasn't following her. "Hey Audrey, where did you go…?" The brunette turned around just in time to see Audrey launch herself off the rooftop, straight toward the Town Wall.

"Audrey!"

Audrey sailed through the air, arms outstretched to grab the edge of the wall. Her eyes were on the Frisbee, and she was certain that she would make it.

She was wrong.

Almost in slow motion, Audrey felt herself begin to fall. Panicking, the girl flailed her arms desperately and barely managed to grab hold of a crevice in the wall. Her heart pounded in her throat and Audrey silently cursed her own stupidity. What on earth had possessed her to do this?

From behind her, Audrey heard Jenni's desperate cries for help. The red-head glanced down and realized there was nothing below her to catch her fall. She closed her eyes and gulped, attempting to stay calm. Her fingers would slip off if she held on for too long, so there was nowhere to go but up. At least there she would be stable until someone came to help her.

Channeling her inner monkey, Audrey climbed to the top of the wall and sat facing the town, taking a few deep breaths to calm herself down. Out of the corner of her eye she spotted her Frisbee next to her.

"You!" she snapped, snatching up the plastic object. "You possessed me to jump over here, it's your fault that I'm—." she was suddenly interrupted by a series of hacking coughs.

"What in the—?!"

Covering her nose, the girl turned her head around, gazing for the first time in her life into the outside of Thneedville.

She froze.

Meanwhile, Jenni had climbed down the elevator and screamed to everyone to get help for her friend. A huge crowd formed around the Wall and Thneedville's fire department showed up.

Audrey took no notice. The girl had never put much thought into what could possibly be outside of Town, but the reality of it was worse that anything she could have possibly imagine. It was dark, cold, and smoggy, and in general it just held the atmosphere of death.

It was an empty and barren wasteland.

A small gray lump in the ground caught her eye. Audrey looked closer, but she was unable to see clearly what it was from her place atop the Wall. It looked like the remains of something, and soon Audrey realized that there was more than one—in fact, they were everywhere, and they seemed to stretch out for miles and miles as far as she could see.

What were they?

"Audrey!"

Audrey snapped out of her trance at the sound of someone calling her name. Glancing down, she saw Jenni standing with two firemen on a platform atop a very high ladder. The ladder did not reach all the way to the top of the wall, and it was about a five foot drop from there to the platform. One fireman stepped forward and held out his arms.

"It's ok," the fireman said. "Just jump down, I'll catch you."

Audrey hesitated, unsure of what to do. She did want to get down, but at the same time, she could not seem to tear herself away from the decimated scene behind the Wall.

"Audrey, what are you waiting for?!" Jenni yelled. "Jump down!"

"Don't be scared, Audrey," the fireman reassured her. "I'll catch you, I promise."

Audrey took one more glance at the wasteland. Then she cautiously got up, and, after another short moment of hesitation, jumped into the fireman's waiting arms. Relived that she was finally down to safety, the young girl wrapped her arms around her rescuer's neck and let a couple of stray tears escape from her eyes.

"We've got her!" the fireman called. The crowd below erupted into cheers and applause. The fireman patted Audrey's back comfortingly as the platform lowered. "It's ok," he told her. "You're safe now."

Audrey nodded shakingly and let the fireman put her down. "Th-thank you," she said, and the fireman smiled.

Jenni suddenly came up to Audrey and engulfed her in a hug. "Audrey, are you insane?!" the brunette shouted. "You could have died!"

"I-I thought I could do it…I-I thought…"

She trailed off. Jenni said no more.

As soon as the platform reached the ground, Audrey suddenly found herself surrounded by news reporters. The fireman told them to give her some space, but they paid him no mind.

"Little girl!" one reporter called. "How did you get to the top of the Town Wall?"

"Is it true that you jumped?" another one asked. "What were you thinking?"

Audrey stood there stunned for a moment and gaped at them, before finally forming her thoughts into words. "M-my Frisbee…" she stammered. "My Frisbee got b-blown onto the wall and I thought…" she glanced distastefully down at her new Walk-on-Air shoes. "I-I thought I could jump to it with my new shoes…"

Audrey glared down at the shoes, the she stooped down and pulled them off her feet and tossed them in front of the crowd.

"I don't want them anymore," she declared, before turning and stomping down the road in her socks. The reporters called for her once more, but she ignored them.

When she had walked down a few blocks, she stopped and leaned back against a wall, trying to take in everything that had just happened. And, more importantly, she wondered what the heck those gray lumps behind the Wall had been. All her life she had been told that the outside of Town held nothing, absolutely nothing. And yet, there was something back there. What was it?

"Audrey?" Jenni called out to her friend. "Are you ok?"

Audrey nodded. "Jenni…let's not go to the KitePark again."

"…Ok."

They were quiet for a moment.

"…I saw what was behind the Wall."

Jenni turned to Audrey, confused. "What are you talking about? There's nothing behind the Wall."

"No, Jenni!" There is something out there. I saw it! There was a lot of smog, and…and gray lumps in the ground…"

"Gray lumps…?"

"Y-yeah, and there were cliffs and pathways, and stuff!"

"Pathways to where…?"

"I don't know…but it seemed like…like something had died out there. It's…" she paused. "It's like we're living in the middle of a graveyard."

Jenni blinked. "Audrey…" she placed a hand on Audrey's shoulder. "You went through a lot just now. Maybe you should go home and rest."

Audrey stared up at Jenni, then she nodded and sighed. "You're probably right…"

The two girls started to walk toward Audrey's house.

"Jenni, am I going crazy?" Audrey asked. "I feel like I'm going crazy."

Her friend stared at her for a while and them grinned, trying to lighten the mood. "You sure are," she replied. "First you're climbing trees like a monkey, then you try to fly like a bird!"

Audrey gaped at her for a moment, then burst into laughter. "You're right, Jenni!" she placed a hand on Jenni's shoulder. "Next thing you know I'll start believing in Santa Claus!"

"Yeah, or the Lorax!"

"The what?" Audrey laughed.

Jenni giggled. "It was something my grandma used to talk about before she died. Apparently he was the guardian of trees or something."

"Why would trees need guarding?" Audrey snorted.

"I don't know! Grandmas say the weirdest things sometimes!"

...

"Audrey, I don't believe you! What on earth were you thinking?!"

Audrey sat with her head down as she listened to her mother's lecture. Her father was sitting in the other room, already having given her a lecture, but her mother seemed to feel the need to repeat it over and over.

"I don't care how new your shoes were! You should have better judgment than that!" the woman stormed. "You almost killed yourself for a Frisbee! Wht's the matter with you?!"

"I'm sorry, mom!" Audrey cried. She wiped her eyes with the back of her hand. "I'm sorry!"

Seeing her daughter's tears, the woman seemed to soften a little. She plopped herself down in a chair and rubbed her head with her hand. "I-I was scared to death," Audrey's mom continued. "I can't believe you would go and pull a stunt like that. I couldn't bear to lose you, darling. Why would you do that?"

"I was dumb. I'm sorry."

Audrey's mother took her into her arms. "Alright, sweetie. But don't ever do anything crazy like that again. I don't know what I'd do…"

Audrey nodded.

"…Also, you're grounded for a month."

Audrey laughed a little. The two pulled away from each other and Audrey's mother gave her a tissue to wipe her tears.

"…Hey mom?"

"Yes, dear?"

"What's outside of Thneedville?"

Her mother frowned. "Nothing, sweetie. Why would you ask that?"

"When I was on top of the Wall, I saw something, like a bunch of gray lumps. You don't know what they are?"

Her mother's frown deepened. "No, I know. It's nothing of interest, darling, just a bunch of dead trees."

Audrey blinked. "Trees?" she asked. "You mean like the trees in our yard?"

"No, no…" her mom shook her head. "They were different trees."

"Different how?"

"Oh, you know…different. Your grandfather told me about them, nothing but hunks of wood that grew out of the ground. They didn't even glow or do anything useful." The woman got up, exasperated, and turned to leave. "Anyway, they're all gone now, so there's nothing to worry about. Now go to your room, young lady."

Audrey did as she was told. Shutting the door behind her, she lay on her bed and stared at the ceiling, wondering.

Her mother had said "dead trees." If they were dead, did that mean they used to be alive? Audrey frowned and turned onto her side. How could a tree live? Did they walk and talk the way she could? And what had caused them to die? Why weren't they around anymore?

She turned onto her back again. Maybe I'll go see my gramma once my month is up, she thought. She might know the answer.

Satisfied with her decision, Audrey slipped under the covers and closed her eyes.

That night, she dreamed of gray lumps and trees.